Zen Technologies Ltd. — AGM Information 2023

Sep 16, 2023

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Date: September 16, 2023

To Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Scrip Code - 533339

To Listing Department National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Symbol - ZENTEC

Dear Sir / Madam,

Sub: Proceedings of the 30[th] Annual General Meeting

***

Pursuant to Regulation 30 read with schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, please find enclosed the proceedings of 30[th] Annual General Meeting (AGM) of the Company, held today (i.e., September 16, 2023) through Video Conferencing (VC) /Other Audio Visual Means (OA VM) at 11:00 a.m. (IST).

Kindly take the same on record and acknowledge the receipt.

Thanking you.

Yours faithfully,

For Zen Technologies Limited

Movva Digitally signed by Movva Raghavendra Prasad Raghavendra Date: 2023.09.16 16:10:33 Prasad +05'30' M. Raghavendra Prasad Company Secretary and Compliance officer M. No. A41798

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SUMMARY OF THE PROCEEDINGS OF 30[th] ANNUAL GENERAL MEETING

The 30[th] Annual General Meeting (AGM) of the members of Zen Technologies Limited was convened on Saturday, September 16, 2023, at 11:00 a.m. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM").

Directors present through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”):

Mr. Ashok Atluri	:	Chairman and Managing Director- from Delhi
Mr.KishoreDuttAtluri	:	President and JointManagingDirector- from Hyderabad
Mr. M. Ravi Kumar	:	Whole-time Director- from Hyderabad
Mrs. Shilpa Choudari	:	Whole-time Director-from Hyderabad
Mr. Amreek Singh Sandhu	:	Independent director and Chairman of Audit, Nomination & Remuneration and Risk Management Committees-from Hyderabad
Dr. Ravindra Kumar Tyagi	:	Independent director and Chairman of Corporate Social Responsibility Committee-from Noida
Dr. Ajay Kumar Singh	:	Independent director-from Hyderabad
Ms. Sirisha Chintapalli	:	Independent director and Chairman of Stakeholders’ Relationship Committee- from Hyderabad

All the Directors of the Company were present at this meeting.

Invitees Present through Video Conference:

Mr. Afzal H. Malkani	:	Chief Financial Officer
Mr. CVKoteswaraRao	:	Statutory Auditors, from Ramasamy Koteswara Rao and Co LLP, Chartered Accountants
Mr. T. Murali
Mrs. N. Vanitha	:	Secretarial Auditor
Mr.D.S.Rao	:	Scrutinizer fortheremote e-voting & e-voting during theAGM

In attendance (through Video Conference):

Mr. M. Raghavendra Prasad : Company Secretary and Compliance Officer

Members Present:

Total no. of shareholders participated in AGM through VC or OAVM : 91

The Company Secretary welcomed the Shareholders, Directors, Auditors and other Stakeholders to the Company’s 30[th] AGM. After ensuring that the requisite quorum was present, the Company Secretary requested Mr. Ashok Atluri, Chairman and Managing Director, to commence the proceedings of the meeting.

Mr. Ashok Atluri, Chairman and Managing Director of the Company, Chaired the meeting and conducted the proceedings of the meeting. The Chairman delivered his speech on the business and performance highlights of the Company and a corporate presentation was made covering the overview of the Company. He also spoke on the challenges and opportunities for the Company.

Thereafter, the Company Secretary informed the members that the statutory registers such as register of Directors and Key managerial personnel and their shareholding (as per Section 170 of the Companies Act, 2013) and register of Contracts (as per Section 189 of the Companies Act, 2013) were made available electronically for inspection during the AGM.

Notice of the AGM along with the Annual Report, since already circulated, was taken as read and the Company Secretary informed the members that the Reports of statutory auditors and Secretarial Auditor did not contain any qualifications.

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As part of the proceedings, shareholders noted the following:

• The Company engaged Kfin Technologies Limited (Kfin Tech) to provide remote e-voting facility to the members to exercise their vote in respect of business proposed in this AGM. The remote e-voting commenced on September 11, 2023 at 9:00 a.m. (IST) and ended on September 15, 2023 at 5:00 p.m. (IST).

• Shareholders who could not exercise their vote through remote e-voting were given an opportunity to cast their vote during AGM and within 15 minutes even after conclusion of the meeting.

• Mr. D.S. Rao, Practicing Company Secretary was appointed as the Scrutinizer for the remote e-voting and e-voting done during the AGM.

• The results along with scrutinizer report will be uploaded on the website of the Company and on the website of Kfintech and also be submitted to the stock exchanges, i.e., NSE and BSE.

The following items of business as set out in the Notice convening the 30[th] AGM were commended for shareholders’ consideration and approval:

ORDINARY RESOLUTIONS:

Item No.1: Adoption of Financial Statements

Item No.2: Declaration of dividend on the equity shares

Item No.3: Re-appointment of Mr. Ashok Atluri (DIN:00056050), Director retiring by rotation.

Item No.4: Ratification of remuneration payable to Cost Auditors for the financial year 2023-24

SPECIAL BUSINESS:

Item No.5: Re-appointment of and remuneration payable to Mr. Ashok Atluri (DIN: 00056050) as Chairman and Managing Director of the Company

Item No.6: Re-appointment of and remuneration payable to Mr. Kishore Dutt Atluri (DIN: 09691242) as President and Joint Managing Director of the Company

Item No.7: Re-appointment of and remuneration payable to Mrs. Shilpa Choudari (DIN: 06646539) as Whole-time Director of the Company

Item No.8: Re-appointment of Ms. Sirisha Chintapalli (DIN: 08407008), as an Independent Director

Item No.9: Borrowing Powers and Creation of Security

Shareholders who have registered as speakers were invited one by one to seek clarifications, if any, on the resolutions as set out in the Notice of AGM dated August 5, 2023 or otherwise. Members appreciated the performance of the Company during FY 2022-23 and sought few clarifications.

Mr. Ashok Atluri, Chairman and Managing Director, thanked the members for their appreciations and provided clarifications to all the queries of the members.

Thereafter, the Chairman authorized the Company Secretary to declare the results of the voting and place the results on the website of the Company at the earliest besides submitting to Stock Exchanges.

The Company Secretary announced that all the business set out in the Notice of this AGM had been concluded and a time period of 15 minutes was made available for e-voting / insta poll.

The meeting concluded at 12:50 p.m. (IST) with vote of thanks.

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